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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A/A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
XCELLENET, INC.
(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-1749705
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(State of Incorporation (I.R.S. Employer Identification
or Organization) No.)
5 Concourse Parkway, Suite 850
Atlanta, Georgia 30328
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relates to the
of a class of securities pursuant to registration of a class of
Section 12(b) of the Exchange Act and is securities pursuant to Section 12(g)
effective pursuant to General Instruction of the Exchange Act and is effective
A.(c), please check the following box. pursuant to General Instruction
[_] A.(d), please check the following
box. [X]
Securities Act registration statement file number to which this
form relates: N/A
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None
Securities to be registered pursuant to Section 12(g) of the Act:
Series G Junior Participating Preferred Stock Purchase Rights
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 is amended to add the following:
On April 16, 1998, XcelleNet, Inc., a Georgia corporation ("XcelleNet"),
entered into an Agreement and Plan of Merger (the "Merger Agreement), by and
among Sterling Commerce, Inc., a Delaware corporation ("Sterling"), Sterling
Commerce (Southern), Inc., a Delaware corporation and a wholly owned subsidiary
of Sterling ("Sub"), and XcelleNet providing for the acquisition of XcelleNet by
Sterling. Pursuant to the Merger Agreement, following the satisfaction of the
conditions contained therein, XcelleNet will be merged with and into Sub, with
Sub to continue as the surviving corporation wholly owned by Sterling (the
"Merger").
In connection with the Merger Agreement, Dennis M. Crumpler (the Chairman and
Chief Executive Officer of XcelleNet), Maleah Crumpler and The Crumpler
Investment Limited Partnership (together, the "Crumpler Shareholders") entered
into a Shareholder Agreement, dated as of April 16, 1998, (the "Shareholder
Agreement") with Sterling. Pursuant to the Shareholder Agreement, the Crumpler
Shareholders (who owned collectively 16.6% of the outstanding XcelleNet Common
Stock as of the date of the Merger Agreement) have agreed to vote, and have
granted an irrevocable proxy with respect to, their shares of XcelleNet Common
Stock in favor of approval of the Merger and the adoption of the Merger
Agreement and all transactions contemplated thereby, at a special meeting of
XcelleNet's shareholders. The Crumpler Shareholders also agreed, except pursuant
to the Merger Agreement, not to dispose of any shares of XcelleNet Common Stock
or to enter into any contract or arrangement to dispose of any shares of
XcelleNet Common Stock, and, except pursuant to the Shareholder Agreement, not
to grant any proxy or power of attorney with respect thereto with respect to
such shares.
The Crumpler Shareholders also agreed to certain restrictions on their
transfer of shares of Sterling Common Stock received in the Merger. The
Shareholder Agreement will automatically terminate upon the earlier of (i) the
termination of the Merger Agreement pursuant to the terms thereof or (ii) the
effective time of the Merger (except for the provisions relating to the
representations and warranties of, and post-Merger share transfer restrictions
on the Crumpler Shareholders, which provisions shall survive the effective time
of the Merger).
Prior to the execution and delivery of the Merger Agreement and the
Shareholder Agreement, on April 16, 1998, XcelleNet amended its Shareholder
Protection Rights Agreement, dated November 21, 1997 ("Amendment No. 1 to Rights
Agreement"), such that the execution and delivery of, and the consummation of
the transactions contemplated by, the Merger Agreement and the ancillary
agreements thereto, including, without limitation, the Shareholder Agreement,
would not (i) result in Sterling or Sub or any of their respective Affiliates or
Associates being an Acquiring Person, a Beneficial Owner or a Flip-Over Entity,
(ii) result in the occurrence of a Flip-In Date, a Stock Acquisition Date, a
Separation Time, a Flip-Over Transaction or Event, or (iii) in any other way
effect any change or modification of the terms of the Rights or the rights of
the holders thereof, including, without limitation, the Rights becoming
exercisable. In addition, pursuant to the terms of Amendment No. 1 to Rights
Agreement, the Expiration Time for the Rights will occur immediately prior to
the effective time of the Merger. For purposes hereof, the terms "Acquiring
Person," "Affiliate," "Associate," "Beneficial Owner" "Expiration Time," "Flip-
In Date," "Separation Time," "Stock Acquisition Date," "Flip-Over Entity,"
"Flip-Over Transaction or Event," and "Rights" shall have the respective
meanings ascribed thereto in the Shareholder Protection Rights Agreement.
A copy of Amendment No. 1 to Rights Agreement has been filed with the
Securities and Exchange Commission as an exhibit to the Company's Current Report
on Form 8-K dated April 16, 1998 and is incorporated herein by reference. The
foregoing summary description of Amendment No. 1 to Rights Agreement does not
purport to be complete and is qualified in its entirety by reference to such
exhibit.
ITEM 2. EXHIBITS.
1. Amendment No. 1, dated April 16, 1998, to Shareholder Protection Rights
Agreement between XcelleNet, Inc. and SunTrust Bank, Atlanta, as Rights Agent,
dated November 21, 1997, incorporated herein by reference to Exhibit 4.1 of
XcelleNet's Current Report on Form 8-K dated April 16, 1998.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
XCELLENET, INC.
Date: April 30, 1998 By: /s/ Jeanne N. Bateman
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Jeanne N. Bateman
Vice President - Finance and
Human Resources, Treasurer
and Secretary
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